Conclusion of relevant agreements connected with transfer of shares in Bioelektrownia Przykona Sp. z o.o.
18-04-2013
The Management Board of BGS Energy Plus announces that that on 17 April 2013 its 82% - owned subsidiary VOLTA EUROPE BGS Spółka z ograniczoną odpowiedzialnością, with a registered office in Warsaw ("the Buyer") entered with FITEN S.A., with a registered office in Katowice (“the Seller") into a share purchase agreement ("SPA") with regard to 20,577 (twenty thousand five hundred seventy-seven) shares with a face value of PLN 50 (fifty) each, to a total face value of PLN 1,028,850 (one million twenty-eight thousand eight hundred and fifty) in the share capital of Bioelektrownia Przykona spółka z ograniczoną odpowiedzialnością, with a registered office in Poznań, entered in the Register of Entrepreneurs of the National Court Register, kept by the District Court for Poznań - Nowe Miasto and Wilda in Poznań, Eight Commercial Division of the National Court Register, entry number KRS 0000326203, constituting 100% of the share company of that company and giving a right to 20,577 votes at the shareholders' meeting, constituting 100% of a total number of votes, in exchange for a total price of PLN 190,251.59 (one hundred ninety thousand two hundred fifty-one and 59/100).
The effectiveness of the agreement is dependent upon joint fulfilment of the following three conditions precedent:
- the conclusion between the Seller and the Buyer of a transfer agreement with regard to the amounts receivable by the Seller from Bioelektrownia Przykona Sp. z. o.o., constituting the principal amounts of loans granted by the Seller to Bioelektrownia Przykona Sp. z o.o.
- the conclusion between Energobiogaz S.A. (“the Contractor") and Bioelektrownia Przykona Sp. z o.o. (“the Contracting Party") a General Contractor's Agreement whose subject matter is the construction of a biogas plant with the capacity of 1.89 MW,
- the conclusion between Energobiogaz S.A. and a supplier approved by the Buyer of an agreement for supply of technology for the constructed biogas plant.
The ownership title to the shares shall be transferred to the Buyer at the time of coming of the agreement into force, i.e. after the fulfilment of the aforementioned conditions precedent.
The Seller may revoke the SPA agreement in the event that any of the agreements constituting a condition precedent is not entered into or is terminated, and in the event that Bioelektrownia Przykona Sp. z o.o. fails to meet the conditions of repayment of the loan granted to it by the Seller for purchase of substrates necessary for the start-up.
The Buyer may revoke the SPA agreement in the event that any of the agreements constituting a condition precedent is not entered into or is terminated.
The Management Board of VOLTA EUROPE BGS Spółka z ograniczoną odpowiedzialnością, with a registered office in Warsaw ("the Transferee") also informs you that on 17 April, the Company (“the Transferor") entered with FITEN S.A., with a registered office in Katowice into a transfer agreement with regard to amounts receivable by the Transferor from Bioelektrownia Przykona Sp. z o.o. The value of the agreement is PLN 1,309,748.41 (say: one million three hundred nine thousand seven hundred forty-eight and 41/100). The signature of this agreement constitutes the fulfilment of one of the conditions precedent determining the effectiveness of the SPA agreement.
The selling price of the shares and the value of the transfer agreement jointly amount to PLN 1,500,000 (say: one million five hundred thousand).
The aforementioned total price for the shares and a price for the amounts receivable shall be payable in two instalments, according to the following schedule:
a) the first instalment to the value of PLN 750,000 (seven hundred and fifty thousand) shall be payable by 30 June 2013;
b) the second instalment to the value of PLN 750,000 (seven hundred and fifty thousand) shall be payable by 31 December 2013.
The payment of the price for the shares and the price for the amounts payable shall be secured by an unconditional and irrevocable guarantee of BGS Energy Plus a.s. - a parent company of Volta Europe BGS Sp. z o.o.
In the opinion of the Management Board of the Company, the execution of the transaction referred to in this report may affect the financial results achieved by Volta Europe BGS Sp. z o.o. in the future.
The effectiveness of the agreement is dependent upon joint fulfilment of the following three conditions precedent:
- the conclusion between the Seller and the Buyer of a transfer agreement with regard to the amounts receivable by the Seller from Bioelektrownia Przykona Sp. z. o.o., constituting the principal amounts of loans granted by the Seller to Bioelektrownia Przykona Sp. z o.o.
- the conclusion between Energobiogaz S.A. (“the Contractor") and Bioelektrownia Przykona Sp. z o.o. (“the Contracting Party") a General Contractor's Agreement whose subject matter is the construction of a biogas plant with the capacity of 1.89 MW,
- the conclusion between Energobiogaz S.A. and a supplier approved by the Buyer of an agreement for supply of technology for the constructed biogas plant.
The ownership title to the shares shall be transferred to the Buyer at the time of coming of the agreement into force, i.e. after the fulfilment of the aforementioned conditions precedent.
The Seller may revoke the SPA agreement in the event that any of the agreements constituting a condition precedent is not entered into or is terminated, and in the event that Bioelektrownia Przykona Sp. z o.o. fails to meet the conditions of repayment of the loan granted to it by the Seller for purchase of substrates necessary for the start-up.
The Buyer may revoke the SPA agreement in the event that any of the agreements constituting a condition precedent is not entered into or is terminated.
The Management Board of VOLTA EUROPE BGS Spółka z ograniczoną odpowiedzialnością, with a registered office in Warsaw ("the Transferee") also informs you that on 17 April, the Company (“the Transferor") entered with FITEN S.A., with a registered office in Katowice into a transfer agreement with regard to amounts receivable by the Transferor from Bioelektrownia Przykona Sp. z o.o. The value of the agreement is PLN 1,309,748.41 (say: one million three hundred nine thousand seven hundred forty-eight and 41/100). The signature of this agreement constitutes the fulfilment of one of the conditions precedent determining the effectiveness of the SPA agreement.
The selling price of the shares and the value of the transfer agreement jointly amount to PLN 1,500,000 (say: one million five hundred thousand).
The aforementioned total price for the shares and a price for the amounts receivable shall be payable in two instalments, according to the following schedule:
a) the first instalment to the value of PLN 750,000 (seven hundred and fifty thousand) shall be payable by 30 June 2013;
b) the second instalment to the value of PLN 750,000 (seven hundred and fifty thousand) shall be payable by 31 December 2013.
The payment of the price for the shares and the price for the amounts payable shall be secured by an unconditional and irrevocable guarantee of BGS Energy Plus a.s. - a parent company of Volta Europe BGS Sp. z o.o.
In the opinion of the Management Board of the Company, the execution of the transaction referred to in this report may affect the financial results achieved by Volta Europe BGS Sp. z o.o. in the future.
